PALATIN TECHNOLOGIES INC
10QSB/A, 1997-09-12
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 2

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

              For the quarterly period ended December 31, 1996
                                             -----------------

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ______________ to _____________


                         Commission file number 0-22686

                      ------------------------------------

                           PALATIN TECHNOLOGIES, INC.
                      ------------------------------------
       (Exact name of small business issuer as specified in its charter)

            DELAWARE                                      95-4078884
       -------------------                            -------------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)


         214 CARNEGIE CENTER - SUITE 100, PRINCETON, NEW JERSEY 08540
         ------------------------------------------------------------
                   (Address of principal executive offices)


                                 (609)520-1911
                                 -------------
                           (Issuer's telephone number)


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the Issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. |X|

As of February 14, 1997, 11,740,154 shares of the Registrant's common stock, par
value $.01 per share, were outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format:  Yes  [ ]     No  [X]



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<PAGE>

The  undersigned  registrant  hereby amends the following  item of its Quarterly
Report on Form 10-QSB for the fiscal  quarter  ended  December 31, 1996,  as set
forth in the pages attached hereto.


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits:

     3.2    Bylaws of the Company.*

     10.25  License Option Agreement dated as of December 18, 1996, between
            Palatin Technologies, Inc. and Nihon Medi-Physics, Inc.**

     27.1   Financial Data Schedule.*

- - - - - - - - -
*   Filed with Form 10-QSB for the quarterly period ended December 31, 1996.

**  Palatin Technologies, Inc. has requested confidential treatment of certain
    provisions contained in Exhibit 10.25. The copy filed as an exhibit omits
    the information subject to the confidentiality request.

    (b) Reports on Form 8-K

    No reports on  Form 8-K were filed  during the quarter for which this report
is filed.



                                     -1-




<PAGE>
                                   Signatures

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       Palatin Technologies, Inc.
                                       (Registrant)



Date: September 12, 1997                /s/ John J. McDonough
                                        ---------------------
                                        John J. McDonough
                                        Vice President and Chief
                                        Financial Officer (principal
                                        financial and accounting officer)










                                     -2-





                            LICENSE OPTION AGREEMENT
                           ------------------------

THIS AGREEMENT, effective the 18th day of December, 1996, is made and entered by
and between Palatin  Technologies,  Inc., a New Jersey corporation,  with office
214  Carnegie  Center,  TES  100,  Princeton,  NJ  08540,  U.S.A.   (hereinafter
"PALATIN") and Nihon Medi-Physics Co. Ltd., a corporation organized and existing
under  the  laws of  Japan  having  its  principal  place  of  business  at 9-8,
Rokutanji-cho,  Nishinomiya  City, Hyogo Pref.,  JAPAN 662 (hereinafter  "NMP").
PALATIN and NMP (each sometimes referred to as a "PARTY" and collectively as the
"PARTIES") agree as follows:

1.   BACKGROUND

1.1  PALATIN  possesses  certain PATENTS,  patent  applications,  trade secrets,
     know-how,  process, formulae,  techniques,  procedures, test data and other
     technical information relating to [INFORMATION OMITTED AND FILED SEPARATELY
     WITH THE  COMMISSION  UNDER  RULE  24b-2.]  Analogues  which are  useful in
     [INFORMATION  OMITTED AND FILED  SEPARATELY WITH THE COMMISSION  UNDER RULE
     24b-2.] human radionuclear  diagnostic imaging of [INFORMATION  OMITTED AND
     FILED  SEPARATELY  WITH THE  COMMISSION  UNDER RULE  24b-2.],  and are also
     useful in human  diagnostic  imaging of other diseases  and/or lesions (the
     "MIDAS TECHNOLOGIES").

1.2  PALATIN  desires to grant to NMP and NMP  desires  to receive an  exclusive
     option to enter into an exclusive license  agreement,  subject to agreement
     between the PARTIES on terms to be negotiated in good-faith pursuant to and
     in accordance with this AGREEMENT.

2.   DEFINITIONS

2.1  PATENTS  means all  letters  patent  (including  inventor's  certificates),
     including any substitutions,  extensions,  reissues,  renewals,  divisions,
     continuations  or  continuations-in-part  thereof  or  therefor.  The  term
     "PATENTS" does not include trademarks.

2.2  MIDAS  PATENTS  shall  mean  (a)  the  United  States  and  foreign  patent
     applications set forth in EXHIBIT-A  hereto, as it may be amended from time
     to time by the PARTIES;  (b) any PATENTS  issuing from said pending  United
     States and foreign patent  applications or later-filed  applications  based
     upon  any of said  PATENTS  and  applications;  and (c) any  continuations,
     continuations-in-part  directed to subject  matter  described in the patent
     applications  listed in EXHIBIT-A,  divisionals,  reissues or extensions of
     any of the  foregoing.  PALATIN  represents  and  warrants  that the  MIDAS
     PATENTS  are free of any  liens  or  security  interests  in favor of third
     parties, includ-


                                    -1-
<PAGE>


     ing, without  limitation,  any liens security  interest in favor of Aberlyn
     Capital.

2.3 FIELD shall mean human radionuclear diagnostic imaging.

2.4  PRODUCT  shall  mean  radiopharmaceutical  products,  including  kit format
     products, developed utilizing in whole or in part the MIDAS PATENTS for use
     in the FIELD.

2.5  DEVELOPMENT   PROGRAM   means  the  STEP-1   DEVELOPMENT   and  the  STEP-2
     DEVELOPMENT.

2.6  DEVELOPMENT  PROGRAM  RESULTS  means  the  data,  test  results,  technical
     information and other information  (whether or not patentable) which result
     from or in connection with the DEVELOPMENT PROGRAM.

2.7  STEP-1  DEVELOPMENT  shall mean the  preclinical  compound  exploration and
     evaluation   covered  by  the  MIDAS  PATENTS  performed  by  PALATIN  with
     cooperation of NMP as stipulated and scheduled in EXHIBIT-B.

2.8  STEP-2  DEVELOPMENT  shall mean the pilot clinical  evaluation of candidate
     compound(s)  for  PRODUCTS  performed  and/or  conducted  by  PALATIN  with
     cooperation of NMP as stipulated and scheduled in EXHIBIT-C.

2.9  TERM shall mean the term of this AGREEMENT,  as defined in Paragraph 6.1 of
     this AGREEMENT.

3.   GRANT OF OPTION

3.1  Subject  to the terms and  conditions  in this  AGREEMENT,  PALATIN  hereby
     grants to NMP an exclusive option (the "OPTION RIGHT"),  exercisable in the
     manner set forth in  Paragraph  5.1,  below,  to enter  into an  exclusive,
     world-wide  license  agreement (the "LICENSE  AGREEMENT") with the right to
     make,  have made, use and/or have used,  sell and have sold any PRODUCT for
     use in the FIELD,  with the right to grant  sublicenses;  provided however,
     that NMP shall remain  primarily  liable for performance  under the LICENSE
     AGREEMENT  notwithstanding any such sublicensing.  Notwithstanding anything
     to the contrary in this  AGREEMENT,  the PARTIES  understand and agree that
     PALATIN  shall have the right  throughout  the TERM to discuss from time to
     time  with any  third  party  or  parties  any and all  MIDAS  PATENTS  and
     know-how, other than with respect to their uses in the FIELD.

3.2  Except as expressly set forth in Paragraph 3.1, above,  with respect to the
     OPTION RIGHT,  nothing in this AGREEMENT shall be construed to grant to NMP
     any rights, title and/or interest


                                     -2-

<PAGE>

     of any kind  whatsoever in or to the MIDAS PATENTS,  any or all products of
     PALATIN,  and/or  any  or  all  MIDAS  TECHNOLOGIES,   including,   without
     limitation, any intellectual property rights in or to any of the foregoing.
     Without  limiting  the  foregoing,  NMP shall have the right to use or have
     used  the  DEVELOPMENT  PROGRAM  RESULTS,  the  MIDAS  PATENTS,  the  MIDAS
     TECHNOLOGIES  and/or  any  intellectual  property  rights  in  any  of  the
     foregoing, for purposes of determining whether to exercise the OPTION RIGHT
     and for purposes of commercial  development of PRODUCTS,  including but not
     limited to the governmental  registration thereof,  subject to consultation
     with and prior written consent by PALATIN.

4.   CONSIDERATION

4.1  In  consideration  of the grant of the OPTION RIGHT to NMP by PALATIN,  NMP
     shall pay to  PALATIN,  by wire  transfer or  cashier's  or bank check with
     same-day availability of funds:

     4.1.1     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after the execution of
               this AGREEMENT, and

     4.1.2     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE 24b-2.]  within thirty (30) days after the  completion
               of disclosure by PALATIN to NMP all  DEVELOPMENT  PROGRAM RESULTS
               from the STEP-1 DEVELOPMENT, and

     4.1.3     [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
               UNDER RULE 24b-2.] after the completion of disclosure by PALATIN
               TO NMP all DEVELOPMENT PROGRAM RESULTS from the STEP-2
               DEVELOPMENT, and

     4.1.4     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE 24b-2.]  within thirty (30) days after NMP's  exercise
               of the OPTION RIGHT stipulated in Paragraph 5.1 hereof.

4.2  All the consideration stipulated in above Paragraph 4.1 shall be subject to
     withholding  tax in Japan.  NMP will pay the  foregoing so tax deducted and
     furnish  the   certificate   of  tax  payment  to  PALATIN.   None  of  the
     consideration stipulated in above Paragraph 4.1 shall be used to retire any
     outstanding indebtedness of Palatin to Aberlyn Capital.

4.3  [INFORMATION  OMITTED AND FILED  SEPARATELY WITH THE COMMISSION  UNDER RULE
     24b-2.]  of the  aggregate  consideration  stipulated  above in  Paragraphs
     4.1.1,  4.1.2,  4.1.3,  and 4.1.4 shall be credited  against  Fifty Percent
     (50%) of the payment  stipulated in Paragraph 5.5.1 and One Hundred Percent
     (100%) of the payments stipulated in Paragraphs 5.5.2 and 5.5.3.


                                     -3-
<PAGE>

5.   EXERCISE OF OPTION

5.1  At any time during the period  commencing on the date of this AGREEMENT and
     ending one hundred twenty (120) days after the completion of (a) disclosure
     by PALATIN to NMP all of the DEVELOPMENT PROGRAM RESULTS,  (b) confirmation
     by PALATIN in writing to NMP that any continuations,  continuations-in-part
     directed  to  subject   matter   specifically   described   in  the  patent
     applications  listed in EXHIBIT A,  divisionals,  reissues or extensions of
     any of the foregoing have been properly made in the United States  covering
     the technology  derived from the STEP-1  DEVELOPMENT and STEP-2 DEVELOPMENT
     (to the extent patentable),  and (c) receipt by NMP from PALATIN of all the
     copies of the PATENTS inclusive of those stipulated in item (b), above, NMP
     may  exercise the OPTION  RIGHT by sending  written  notice to PALATIN (the
     "EXERCISE  NOTICE")  of NMP's  desire to exercise  the OPTION  RIGHT and to
     commence negotiations on terms for a LICENSE AGREEMENT.

5.2  (a)  Promptly  following  NMP's  exercise  of the OPTION RIGHT, PALATIN and
          NMP shall enter into exclusive,  good faith  negotiations for a period
          (the "NEGOTIATION PERIOD") of One Hundred Fifty (150) days, commencing
          with the date of delivery of the EXERCISE  NOTICE,  to reach agreement
          on the terms and conditions of, and to execute, the LICENSE AGREEMENT.
          It is understood that the PARTIES can, by written  agreement  executed
          by both of them,  in their  respective  sole  discretion,  extend  the
          NEGOTIATION  PERIOD  beyond such One Hundred  Fifty (150) days. If the
          PARTIES fail to reach agreement  during the NEGOTIATION  PERIOD on the
          terms and conditions of the LICENSE AGREEMENT, and to each execute and
          deliver to the other prior to expiration of the  NEGOTIATION  PERIOD a
          manually executed original of such agreed-upon LICENSE AGREEMENT, then
          PALATIN  shall,  within  Thirty  (30)  days  after  expiration  of the
          NEGOTIATION  PERIOD  pay to NMP the sum of One  Million  U.S.  Dollars
          (U.S. $1,000,000.00).  Subject to Paragraph 5.2(b), below, and subject
          to payment  by PALATIN  to NMP of such amount,  PALATIN shall have the
          right at  any time(s)  thereafter,  to enter  into a license agreement
          with any third party or parties.

     (b)  For a period of One Hundred Eighty (180) days following  expiration of
          the NEGOTIATION  PERIOD (the "FIRST REFUSAL  PERIOD"),  PALATIN shall,
          before  entering  into any license  agreement  with any third party or
          parties  on terms  that  are more  favorable  to such  third  party or
          parties  than the terms  offered to NMP by  PALATIN,  deliver to NMP a
          copy of the  proposed  license  agreement  (the  "PROPOSED  LICENSE"),
          redacted  to  keep  the   identity  of  the  third  party  or  parties
          confidential and to delete proprietary



                                     -4-
<PAGE>


          or  confidential  information  of such  third  party or  parties,  but
          including all Economic Terms in the PROPOSED  LICENSE.  NMP shall have
          the right,  exercisable for a period of thirty (30) days after receipt
          of such copy of the  PROPOSED  LICENSE,  to notify  PALATIN in writing
          (the "MATCH NOTICE") that NMP agrees to enter into a LICENSE AGREEMENT
          on terms  identical  to those set  forth in such copy of the  PROPOSED
          LICENSE.  Within Thirty (30) business  days  following  receipt of the
          MATCH  NOTICE,  PALATIN  shall  deliver to NMP two copies of a LICENSE
          AGREEMENT  containing  terms  identical  to  those  set  forth  in the
          PROPOSED LICENSE, substituting only the identifying and/or proprietary
          or  confidential   information  of  NMP  for  the  identifying  and/or
          confidential  information  of the third party or  parties.  NMP shall,
          within sixty (60)  business  days of receipt,  execute both copies and
          return them to PALATIN,  together with any  additional  documents that
          may be required by such LICENSE  AGREEMENT to be delivered and/or paid
          by NMP on  execution.  PALATIN  shall  execute both such copies within
          five (5) business days of receipt and return one to NMP, together with
          any  additional  documents  that  may  be  required  by  such  LICENSE
          AGREEMENT to be delivered by PALATIN on execution.

     (c)  Subsequent  to the  FIRST  REFUSAL  PERIOD,  PALATIN  shall  have  the
          unrestricted right to enter into license agreement(s) with any and all
          third parties without any obligation of any kind whatsoever to NMP.

5.3  In good  faith  negotiation  of a LICENSE  AGREEMENT  as set forth in above
     Paragraph 5.2, (a) NMP's  contribution in the STEP-1 DEVELOPMENT and STEP-2
     DEVELOPMENT, and then available market studies by the PARTIES shall be duly
     considered  and  reflected;  and (b) PALATIN's  contribution  in the STEP-1
     DEVELOPMENT and STEP-2 DEVELOPMENT, and PALATIN's contribution with respect
     to its  research  and  development  utilizing in whole or in part the MIDAS
     PATENTS shall be duly considered and reflected.

5.4  (a)  The  LICENSE  AGREEMENT  shall  include,  without limitation:  (i) the
          obligation  for payment by NMP to PALATIN of a royalty with respect to
          PRODUCTS,   which  royalty  shall   [INFORMATION   OMITTED  AND  FILED
          SEPARATELY  WITH THE  COMMISSION  UNDER RULE 24b-2.] of NET SALES,  as
          defined below,  and (ii) the obligation of NMP to use its best efforts
          to  commercialize  the PRODUCTS and to make their benefits  reasonably
          available to the public.  For the purpose of this Paragraph 5.4, "best
          efforts" shall mean the same level of efforts as NMP applies to any of
          its other  development  projects to commercialize  radiopharmaceutical
          products.


                                     -5-

<PAGE>


     (b)  For the purpose of this  Paragraph  5.4,  NET SALES for any  quarterly
          period  means  gross  sales  proceeds  due to or by reason of the sale
          (including sales to resellers), distribution or use of PRODUCTS by NMP
          and/or  its  AFFILIATES  (as  defined in Section  5.4(c),  below),  to
          parties  other than NMP and/or its  AFFILIATES,  less the total of the
          following:
          (i) refunds, rebates,  replacements or credits actually allowed by NMP
          and/or  such  AFFILIATES  in the  ordinary  course  of  business,  and
          actually taken by purchasers for return of products;
          (ii)  ordinary  and  customary  trade,  quantity  and  cash  discounts
          actually allowed and taken;
          (iii) excise,  value-added,  and sales taxes  directly  imposed on and
          with  reference to  particular  sales of PRODUCTS and actually paid by
          NMP,
          (iv)  shipping  (transportation),  shipping  insurance,  and  handling
          charges actually paid by NMP for PRODUCTS,
          (v) product packaging costs actually paid by NMP for PRODUCTS, and
          (vi) commissions paid to Japan Radioisotope Association.  In computing
          NET SALES,  there  shall be no  deductions  for any other  commissions
          paid, whether to non-AFFILIATES or AFFILIATES.

     (c)  For purposes of this AGREEMENT,  the term  "AFFILIATE" or "AFFILIATES"
          of a PARTY means any  corporation  or other legal entity that directly
          or indirectly  controls,  is controlled by, or is under common control
          with, such PARTY, but only for so long as such control exists.

5.5  In connection with the LICENSE AGREEMENT, NMP shall pay to PALATIN, by wire
     transfer or cashier's or bank check with same-day availability of funds:

     5.5.1     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE 24b-2.] within thirty (30) days after the execution of
               the LICENSE AGREEMENT, and

     5.5.2     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER  RULE  24b-2.]  within   [INFORMATION   OMITTED  AND  FILED
               SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.], and

     5.5.3     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE  24b-2.]  within  thirty (30) days after  [INFORMATION
               OMITTED  AND FILED  SEPARATELY  WITH THE  COMMISSION  UNDER  RULE
               24b-2.], and

     5.5.4     [INFORMATION  OMITTED AND FILED  SEPARATELY  WITH THE  COMMISSION
               UNDER RULE  24b-2.]  within  thirty (30) days after  [INFORMATION
               OMITTED  AND FILED  SEPARATELY  WITH THE  COMMISSION  UNDER  RULE
               24b-2.], and

     The LICENSE  AGREEMENT  shall also provide,  without  limitation,  that NMP
     shall reimburse PALATIN for all expenses for Phase I,


                                     -6-
<PAGE>



     II and III clinical  development and all regulatory approval costs incurred
     by PALATIN in connection therewith.

5.6  All the consideration stipulated in above Paragraph 5.5 shall be subject to
     withholding  tax in Japan.  NMP will pay the  foregoing so tax deducted and
     furnish the certificate of tax payment to PALATIN.

6.   TERM AND TERMINATION

6.1  The term of this AGREEMENT (the "TERM") shall commence and become effective
     on the date  first  written  above  and  shall,  unless  sooner  terminated
     pursuant to this Paragraph 6, and shall remain  effective until one hundred
     and twenty (120) days after the latest to occur of:

          (a)  the  completion  of  disclosure  by  PALATIN  to  NMP  all of the
               DEVELOPMENT PROGRAM RESULTS;

          (b)  confirmation by PALATIN in writing to NMP that any continuations,
               continuations-in-part  directed  to subject  matter  specifically
               described  in  the  patent   applications  listed  in  EXHIBIT-A,
               divisionals,  reissues or extensions of any of the foregoing have
               been  properly  made in the  United  States  covering  any  MIDAS
               TECHNOLOGIES  derived  from the  STEP-1  DEVELOPMENT  and  STEP-2
               DEVELOPMENT (to the extent patentable); and

          (c)  receipt by NMP from  PALATIN of copies of all the MIDAS  PATENTS,
               inclusive of those stipulated in above item 6.1(b), above;

     (d)  expiration of the Exercise Period, if NMP has not delivered to PALATIN
          an EXERCISE NOTICE in accordance  with Paragraph 5.1, above,  and paid
          to PALATIN the sum of [INFORMATION  OMITTED AND FILED  SEPARATELY WITH
          THE COMMISSION  UNDER RULE 24b-2.] in accordance with Paragraph 4.1.4,
          above; and

     (e)  if NMP has delivered to PALATIN an EXERCISE  NOTICE in accordance with
          Paragraph 5.1, above,  and  [INFORMATION  OMITTED AND FILED SEPARATELY
          WITH THE  COMMISSION  UNDER RULE 24b-2.] in accordance  with Paragraph
          4.1.4,  above:  (i) the date  PALATIN  and NMP enter into the  LICENSE
          AGREEMENT, or (ii) expiration of the FIRST REFUSAL PERIOD.

6.2  Prior to termination, PALATIN and NMP may extend the term of this AGREEMENT
     by mutual written agreement, in their respective sole discretion.

6.3 This AGREEMENT will terminate prior to expiration of the TERM:


                                     -7-
<PAGE>


       6.3.1   automatically,  if  either  of the  PARTIES  shall  enter  into a
               liquidating  bankruptcy  and/or if the  business of either of the
               PARTIES shall be placed in the hands of a receiver,  assignee, or
               trustee, whether by voluntary act or otherwise;  provided that if
               it is  involuntary,  termination  shall not take place unless the
               act is not reversed within ninety (90) days; or

       6.3.2   upon  thirty  (30) days  written  notice if either of the PARTIES
               shall be materially in breach or default of any obligation  under
               this  AGREEMENT;  provided  however,  the breaching or defaulting
               PARTY may avoid such termination if before the end of such period
               it  notifies  the other PARTY (1) that such breach of default has
               been  cured and states the manner of such cure or (2) that it has
               commenced  steps to cure such breach or default and is diligently
               pursuing such steps, if such breach cannot be cured within thirty
               (30) days, or

       6.3.3   upon written agreement  between the PARTIES,  in their respective
               sole discretion; or

       6.3.4   at any time upon ninety (90) days written  notice given by NMP to
               PALATIN, with or without cause.  Termination of this AGREEMENT by
               NMP  under  this  Paragraph   6.3.4  shall  not  entitle  NMP  to
               reimbursement of any consideration then paid to PALATIN.

6.4  Upon  termination of this AGREEMENT in accordance with this Paragraph 6 for
     any reason, nothing herein shall be construed to release any PARTY from any
     obligation for any breach(s) of this  AGREEMENT  incurred prior to the date
     of such termination.

7.   ASSIGNMENT

7.1  This  AGREEMENT may be assigned by either PARTY only with the prior express
     written consent of the other PARTY,  such consent shall not be unreasonably
     withheld;  provided, however, that notwithstanding any such assignment, the
     assigning PARTY shall remain directly liable for all its obligations  under
     this AGREEMENT,  and provided the assignee agrees in writing to be bound by
     the terms and conditions of this AGREEMENT.

8.   GOVERNING LAW

8.1  This AGREEMENT  shall be governed and construed in accordance with the laws
     of the State of New York,  without  giving  effect to the  conflicts of law
     principles thereof, and of United States.


                                     -8-
<PAGE>


9.   GENERAL

9.1  Neither PARTY shall use the other PARTY's name, or the name of any employee
     thereof, in any written or oral communications to third parties without the
     other PARTY's prior written consent.

9.2  Unless  otherwise  required by the law,  neither  PARTY shall  disclose the
     existence and/or the contents of this AGREEMENT to any other third party.

9.3  This  AGREEMENT  constitutes  the entire  and only  agreement  between  the
     PARTIES   and   all  the   other   prior   negotiations,   representations,
     understandings  and agreements  between the PARTIES are  superseded  hereby
     except for the  Confidentiality  AGREEMENT  between the PARTIES  entered on
     October 18, 1995,  which shall  survive this  agreement  and remain in full
     force and effect.  This AGREEMENT may be amended or changed only by written
     document signed by the duly authorized representatives of the PARTIES.

9.4  Any notice  required by this  AGREEMENT  shall be given by  prepaid,  first
     class,  certified mail,  return receipt  requested,  effective upon receipt
     addressed:

     if to PALATIN:

     Palatin Technologies, Inc.
     214 Carnegie Center, TES 100
     Princeton, NJ 08540
     U.S.A.
     Attention:    Dr. Carl Spana, Ph.D.
                   Executive Vice President
                   Chief Technology Officer

     if to NMP:

     Nihon Medi-Physics Co., Ltd.
     1-13-5, Kudan-kita, Chiyoda-ku
     Tokyo 102
     JAPAN
     Attention:  Manager of Research Administration Department

     or such other  address as may be given from time to time under the terms of
     this notice provision.

9.5  The section headings included herein are for convenience only and shall not
     be used to determine the construction or  interpretation  of this AGREEMENT
     or any portion hereof.

9.6  In the event that any provision of this  AGREEMENT (or portion  thereof) is
     determined by a court of competent jurisdiction to


                                     -9-
<PAGE>


     be invalid or otherwise  unenforceable,  such  provision  (or part thereof)
     shall be deemed to have been  amended  to the  extent  necessary  to permit
     enforcement,  or if not  capable of such  amendment,  shall be deemed to be
     deleted from this  AGREEMENT,  while the remainder of this AGREEMENT  shall
     continue in full force and remain in effect  according  to its stated terms
     and conditions.

9.7  This AGREEMENT shall be fairly interpreted in accordance with its terms and
     without  any  strict  construction  in favor of or  against  either  of the
     PARTIES.

IN WITNESS  WHEREOF,  each of the PARTIES hereto has caused this AGREEMENT to be
executed   in   duplicate   originals   by  its  duly   authorized   officer  or
representative.

 PALATIN TECHNOLOGIES, INC.          NIHON MEDI-PHYSICS CO., LTD


 By:   /s/ Edward J. Quilty           By:   /s/ Haruo Seta
    -----------------------              ------------------------
    (authorized representative)          (authorized representative)


 Typed Name:  Edward J. Quilty       Typed Name:  Haruo Seta


 Title:  Chairman and CEO            Title:  President


 Date:  December 20, 1996            Date:   December 24, 1996


<PAGE>


                                    EXHIBIT-A

                           INTELLECTUAL PROPERTY LIST


The following INTELLECTUAL PROPERTY LIST is part of EXHIBIT-A of the LICENSE
OPTION AGREEMENT between Nihon Medi-Physics ("NMP") and Palatin Technologies,
Inc. ("PALATIN").

I.   US Patent Application No. 08/476,652
     PEPTIDE-METAL ION PHARMACEUTICAL CONSTRUCTS AND APPLICATIONS
     Inventor: Shubh D. Sharma
     Assignee: RhoMed Incorporated

II.  US Patent Application No. 08/660,697
     STRUCTURALLY DETERMINED METALLO-CONSTRUCT AND APPLICATIONS
     Inventor: Shubh Sharma
     Assignee: RhoMed Incorporated

III. PCT Application PCT/US90/09840
     STRUCTURALLY DETERMINED METALLO-CONSTRUCT AND APPLICATIONS
     Inventor: Shubh Sharma
     Assignee: RhoMed Incorporated

<PAGE>

                                    EXHIBIT-B

                           STEP-1 DEVELOPMENT SCHEDULE

[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.]


<PAGE>

                                    EXHIBIT-C

                           STEP-2 DEVELOPMENT SCHEDULE

[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.]



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